*** Portions of this exhibit are considered  confidential  by the registrant and
have been omitted from this filing and filed  separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.


                               FIRST AMENDMENT TO
                    GN RESOUND NORTH AMERICA SALES AGREEMENT

      First Amendment (this "AMENDMENT") dated as of November 19, 2001 to the GN
ReSound North America Sales Agreement (the "AGREEMENT") dated as of May 31, 2001
between  GN ReSound  North  America  Corporation  ("GN")  and  Sonus-USA,  Inc.,
Sonus-Canada  Ltd. and, for certain limited purposes  described  therein,  Sonus
Corp. (collectively, "SONUS").

                                WITNESSETH:

      WHEREAS, GN and Sonus desire to amend the Agreement as provided herein.

      NOW, THEREFORE, the parties hereto agree as follows:

      SECTION 1. Defined Terms.  Capitalized  terms used but not defined in this
Amendment have the meanings set forth in the Agreement.

      SECTION  2.  Amendment  to  Exhibit  C to the  Agreement.  (a) The  second
sentence of Section 4(a) of Exhibit C to the Agreement following the initial ":"
contained  in such  Section  4(a) is hereby  amended in its  entirety to read as
follows:

            Of such $*** rebate,  $*** (the "Repayment Rebate") shall be payable
            quarterly (as described below) subject to the following:  (i) during
            the first two years  following  the  Effective  Date,  the Repayment
            Rebate will first be applied by Sonus USA toward Current Interest as
            defined and  described in Section  2.05(a) of the Credit  Agreement,
            and Sonus USA shall be  entitled  to keep any  remaining  portion of
            such rebate  (subject to Section  4(b) of this  Exhibit C); and (ii)
            each year after the first two years  following the  Effective  Date,
            the Repayment Rebate will first be applied by Sonus USA to repay any
            Current  Interest and then will be applied by Sonus USA to repay any
            amounts  described in Section  2.05(a)(ii) of the Credit  Agreement,
            and Sonus USA shall be  entitled  to keep any  remaining  portion of
            such rebate (subject to Section 4(b) of this Exhibit C).

      (b) Section 4(b) of Exhibit C to the  Agreement  is hereby  amended in its
entirety to read as follows:

      (ii)  Notwithstanding  Section  4(a) of this  Exhibit  C,  and  except  as
            otherwise  provided under Section 4(b)(ii) of this Exhibit C, in the
            event that any Sonus  Entity has not  remitted  to the  Company  any
            amount for which it has been invoiced (an  "INVOICED  AMOUNT") by 90
            days after the date of such  invoice,  the Company  shall be


***Confidential  portions  omitted  pursuant  to  a  request  for  confidential
treatment

                                      -1-
<PAGE>

            allowed until the  expiration of this Agreement to apply any Rebates
            or any portion  thereof toward such Invoiced  Amount,  provided that
            the Company shall not so apply any portion of any  Repayment  Rebate
            until Sonus USA has applied such Repayment Rebate in accordance with
            Section 4(a) of this Exhibit C.

      (ii)  Notwithstanding  Section  4(a) of this  Exhibit C, in the event that
            (x) between the date hereof and April 30, 2002 any Sonus  Entity has
            not remitted to the Company any Invoiced Amount by 90 days after the
            date of the related invoice, or (y) between May 1, 2002 and November
            30,  2002 any Sonus  Entity  has not  remitted  to the  Company  any
            Invoiced  Amount by 75 days after the date of the  related  invoice,
            the Company shall be allowed until the  expiration of this Agreement
            to apply any Rebates or any  portion  thereof  toward such  Invoiced
            Amount,  provided that the Company shall not so apply any portion of
            any  Repayment  Rebate  until Sonus USA has applied  such  Repayment
            Rebate in  accordance  with  Section 4(a) of this Exhibit C. Between
            the date hereof and  November  30,  2002,  in lieu of any service or
            interest  charges  relating to such Invoiced  Amount as provided for
            under the GN ReSound  Policies,  any such Invoiced Amount shall bear
            interest  for each day from and  including  the date 90 days (in the
            case of clause (x)) or 75 days (in the case of clause (y)) after the
            date of the  relevant  invoice  to and  including  the date on which
            payment of such portion plus all accrued interest thereon is paid in
            full (by cash or by  application  of  Rebates),  at a rate per annum
            equal to six percent  (6%).  Commencing  on  December  1, 2002,  the
            service and interest  charges relating to all Invoiced Amounts shall
            be as provided for under the GN ReSound Policies,  including without
            limitation  the 1.5% monthly  service charge on past due charges set
            forth in the section titled "Payment" in the GN ReSound Policies.

      (iii) Except as provided  for in Section  4(b)(ii) of this Exhibit C, this
            Section  4(b) shall not be  construed as altering or amending in any
            way the terms and conditions of the GN ReSound Policies.

      SECTION 3.  Effectiveness.  This  Amendment  shall be effective as soon as
counterparts hereof have been executed and delivered by GN and Sonus.

      SECTION 4. Effect of Amendment.  Except as amended  hereby,  the Agreement
shall  remain  unchanged  and  effective as of May 31,  2001.  The  Agreement as
amended hereby shall continue in full force and effect.

      SECTION  5.  Governing  Law.  This  Amendment  shall  be  governed  by and
construed in  accordance  with the laws of the State of New York (other than its

                                      -2-
<PAGE>

rules of  conflicts  of laws to the extent that the  application  of the laws of
another jurisdiction would be required thereby).

      SECTION  6.  Counterparts.  This  Amendment  may be  executed  in  several
counterparts  with the same  effect  as if the  parties  executing  the  several
counterparts had all executed one counterpart.


                                      -3-
<PAGE>


      IN WITNESS  WHEREOF,  the parties  have caused this  Amendment  to be duly
executed by their  respective  authorized  officers as of the day and year first
written above.

                                    GN RESOUND NORTH AMERICA
                                    CORPORATION


                                    By: /s/ Alan P. Dozier
                                        --------------------------
                                        Name: Alan P. Dozier
                                        Title: Exec VP & Group President


                                    SONUS-USA, INC.


                                    By: /s/ Mark Richards
                                        --------------------------
                                        Name:Mark Richards
                                        Title: Chief Financial Officer


                                    SONUS-CANADA LTD.


                                    By: /s/ Mark Richards
                                        --------------------------
                                        Name: Mark Richards
                                        Title: Chief Financial Officer


                                    SONUS CORP.


                                    By:  /s/ Mark Richards
                                        --------------------------
                                        Name: Mark Richards
                                        Title: Chief Financial Officer

                                      -4-